Here is the article I co-authored with Ontario Dentist editor Carlos Quinonez (and others) that appeared in April’s edition of Ontario Dentist magazine. You can click HERE to read all of our published articles that appear in Ontario Dentist and Oral Health Office magazines:

Quietly, and without much notice, the Ontario government amended both the Regulated Health Professions Act, 1991 (the “RHPA”) and the Business Corporations Act (the “OBCA”). The amendments came into force as of December 12, 2014 and affect dentists who are currently (or who will in the future) practice dentistry through a dentistry professional corporation. Here is a summary of some of the changes that dentists should take note of:

For both the RHPA and the OBCA, the definitions of “Child” and “Parent” have been updated. This update will affect who can be a non-voting shareholder of a dentistry professional corporation:

The definition of a “Child” now includes a person whom the shareholder has demonstrated a settled intention to treat as a child of his or her family, except under an arrangement where the child is placed for valuable consideration in a foster home by a person having lawful custody;

the definition of “Parent” now includes a person who has demonstrated a settled intention to treat the shareholder as a child of his or her family, except under an arrangement where the child is placed for valuable consideration in a foster home by a person having lawful custody; and

For the RHPA ,the application and annual renewal process for a Certificate of Authorization have been simplified as follows:

The requirement for a Statutory Declaration (sworn in the presence of a lawyer, notary public or commissioner of oaths) has been removed and replaced with a simple declaration signed by a Director of the professional corporation (who must be a dentist and member of the College);

The requirement for certified copies of the Certificate and Articles of Incorporation (and other certificates issued under the OBCA) has been removed and now ordinary copies will suffice;

The requirement to include a current-dated Certificate of Status for the professional corporation has been replaced with an uncertified Corporate Profile Report; and

Names of non-voting and RCDSO member shareholders are no longer required to be provided.

For the changes identified above it is worth noting that the definitions of parent and child are now more in line with other legislation in Ontario and that the application and renewal process for a Certificate of Authorization will indeed be easier for dentists.

When the time comes for you to have a dentistry professional corporation or renew your existing dentistry professional corporation don’t forget to contact our office. We are always here to help.

Please note that the information provided herein is not legal advice and is provided for informational and educational purposes only. If you need legal advice, contact me (David Mayzel), Michael Carabash or Ljubica Durlovska.

Buying a dental practice? Here’s what you need to know about getting your financing in place:

1. Have Adequate Fire Insurance

If there’s a fire, the banks want to be covered for the amount of the loan. For this reason, you will have to obtain fire insurance and assign it to the bank. The amount of fire insurance depends on the value of the contents.

2. Have Adequate Life / Disability Insurance

If you die / become disabled, the banks want to be covered for the amount of the loan (or more in order to cover additional expenses). They’ll ask you to assign the life insurance policy to them (although you’ll still be required to pay the monthly premiums). So if you do have to do this, make sure you get EXTRA insurance to cover your loved ones (in the event of your death)!

3. Malpractice Insurance

You will need to provide the bank with proof of malpractice insurance. Since all dentists in Ontario are automatically insured through the Royal College of Dental Surgeons of Ontario (the “RCDSO“), this only requires you to write to the RCDSO and ask for a letter confirming that you have malpractice insurance in the amount of $2,000,000.

4. General Liability Insurance

Another form of insurance required by the bank is general liability insurance. This is because the bank wants to know that, in the event of a lawsuit against the company, the insurance will be able to cover the costs of the law suit so that you may continue to pay back your obligations towards the bank.

5. Assignment of Lease / Proof of Purchase

Where the practice premises is leased, the bank will want to be provided with a copy of the signed lease assignment, coupled with the landlord’s consent. Where the practice premises is being purchased, the bank will want to see the purchase documents.

6. 10 Year Lease Term Without Demolition Clause

The bank will normally ask to see at least 10 years left on the lease. This can be an issue, for example, if you’re purchasing a practice where the lease only has 5 years left. What this means is that your lawyer will have to work extra hard to get you that 10 year term. But in the event that the landlord is not willing to give you the 10 years you seek, then a shorter term (i.e. 8 years) could work, but the terms of your bank loan, such as the amortization period of the loan, will have to change.

Another tricky situation when it comes to leases is that the bank will not tolerate a demolition clause in the lease which can be exercised during the 10 year term. The reason for this is because a demolition clause, properly exercised, could cause the dentist to be out on their rear without a location from which to practice well in advance of the lease term being up. Such a disturbance to the practice may result in loss of revenue and therefore a default on the loan.

7. Personal Guarantees

If you are borrowing funds in the name of a dentistry professional corporation then, in order to ensure that you do not “hide behind the corporation”, the bank will usually ask that you, the dentist, sign a guarantee stating that you will be personally responsible for any default of the corporation.

8. General Security Agreement

Another way the bank will seek to protect its interest is by asking you to sign a General Security Agreement (the “GSA“). The GSA gives the bank interest in and recourse to all of the equipment, inventory, instruments, books & records, tangibles/intangibles, etc. at your office in the event that you and/or your corporation defaults on the loan. The bank calls these items “collateral”.

9. PPSA Registration

Once you agree to the bank’s terms, then the banks lawyer or your lawyer will register the GSA in the Personal Property Security Act (the “PPSA“) register. The PPSA register is a place where creditors can register their interest against a person or company. This registration will normally stay in place until it is renewed or until such time as you pay off your debt and the registration is “discharged”.

10. Lawyer’s Letter of Opinion

In some situations (depending on the bank, the amount of the loan, etc.) the bank will ask your lawyer to provide the with a letter of opinion. This states that the lawyer has examined certain documents and has done the necessary searches in order to guarantee to the bank that the borrower is a valid corporation which has the capacity to borrow funds, that there are no other PPSA registrations against the borrower, etc. Not all banks and not all loans require a lawyer’s letter of opinion, but in our experience, this is a more and more common occurrence and you should be aware of it.

11. Corporate Documents

Where your corporation is borrowing the funds for the purchase, the bank will want to see a directors’ resolution authorizing the corporation to sign the loan documents. A Certificate of Status of the corporation will also be required. This is a document from Service Ontario stating that the dentistry professional corporation is a valid corporation that is still in existence.

For further guidance and information on practice financing, you can contact me (Ljubica Durlovska), David Mayzel or Michael Carabash. We are your legal dental team.

Please note that the information provided herein is not legal advice and is provided for informational and educational purposes only.

Congratulations! You just bought or started up your very own dental practice. Now you want to give your practice a sleek, catchy name that will attract patients and give you an edge over the dentist across the street. But what name should you choose? How about “Best Smile Dental” or “Number One Dentist in Toronto”. Maybe “Dentistry on Smith Street”. Or how about “Pear Tree Dental”?

The Naming Process

Dental practice names must be applied for and approved by the executive committee at the Royal College of Dental Surgeons of Ontario (the “RCDSO“). It is considered professional misconduct to operate a dental practice under a name which is not approved by the RCDSO, with very few exceptions (such as “Family Dentistry”).

According to the RCDSO, practice names cannotinclude the use of descriptive terms about the practice, the practitioner, the equipment, materials, expected treatment results or any other aspect of dental practice. So the names “Best Smile Dental” and “Number One Dentist in Toronto” that you were considering earlier are unacceptable.

So, if the name of your dental practice cannot refer to “any other aspect of dental practice” then what can the name refer to?

Location Names

According the the RCDSO, and from our experience, dentists who submit applications for a name which is reasonably referable to the location of the practice are normally approved. So, names such as “Dentistry on Smith Street” would be acceptable. Also, names such as “Lake View” or “Mountain View”, if you are close to a lake or mountain would also both be acceptable. However, names such as “Toronto Dentistry” may not fly, because there are thousands of other dental practices in Toronto, so that description may not be “reasonable” in the eyes of the RCDSO.

Object Names

At this point you might be asking “what about areas that are so saturated that most names referring to the area or location of the practice are already taken?”

In such a situation, the RCDSO recommends that you choose a name which is completely unrelated to dentistry, such as a non-offensive object like “apple”, “tree” or “sun”. So, names such as “Pear Tree Dental” and “Sun Dentistry” will most likely be acceptable ones. But… object names are only acceptable so long as they are not “unprofessional” and do not refer to any other aspect of dental practice such as “Molar Dental”.

Specialty Practices

Specialist practices, such as orthodontic, periodontic, etc. have other rules imposed on them. The RCDSO practice advisory on practice names states that the specialty referred to must be one of the 11 recognized specialties of the RCDSO and all the dentists (including associates) who practice in the office where the name is used must be registered with the RCDSO as specialists in that branch of dentistry. So, if you are a periodontic specialist practice with the name “Smith Street Periodontics” who wants to hire a general dentist a few days per week – you might find yourself in some trouble. For further reading on mixed specialist and mixed general practice and specialist practice names, click here.

For further guidance on practice names, you can contact us or the RCDSO directly or visit them online for useful publications: www.rcdso.org.

Please note that the information provided herein is not legal advice and is provided for informational and educational purposes only. If you need legal advice, contact me (Ljubica Durlovska), David Mayzel or Michael Carabash. We are your legal dental team.

There are various reasons why an Ontario dentist needs to dissolve their Ontario registered dentistry professional corporation. Perhaps the dentist is moving to practice dentistry in another province or retiring from dentistry? Regardless of the reason, the process is the same.

So what is the process to dissolve a dentistry professional corporation here in Ontario?

The first step is to send a letter (by mail or fax) to the Ministry of Revenue requesting its consent to dissolve the dentistry professional corporation. From there, the Ministry of Revenue takes your letter and forwards it to the Canada Revenue Agency (the “CRA”) for their review. The reason CRA is involved is because as of about January 1, 2009 CRA began administering Ontario’s corporate income tax (as well as certain other tax matters) and it is therefore CRA that knows whether or not a corporation owes taxes or has filed all of its tax returns…and this is a perfect time for CRA to catch delinquent companies. So, provided CRA (and the Ministry of Revenue) are satisfied that the dentistry professional corporation’s tax payments/filings are in good standing then you will receive a letter consenting to the dissolution anywhere from 2 to 12 weeks later.

The next step is to draft and execute the corporate resolutions/authorizations which allow for the proposed dissolution. These are documents your dental lawyers will help you draft and which will be filed in the dentistry professional corporation’s Minute Book.

The last step is to draft, execute and file the actual Articles of Dissolution (in duplicate) with the Ministry of Government Services along with the consent letter from the Ministry of Revenue, a covering letter and the filing fee. It is important to note that the Articles of Dissolution must be filed within 60 days of the date of the Ministry of Revenue’s consent letter and only an Officer or Director of the dentistry professional corporation can execute the Articles of Dissolution.

Provided your filing is complete and correct, the Ministry of Government Services will process the Articles of Dissolution, register the dissolution of the corporation, and return a copy of the issued Articles of Dissolution to you for inclusion in the dentistry professional corporation’s Minute Book.

Please note that the information provided herein is not legal advice and is provided for informational and educational purposes only. If you need legal advice, contact me (David Mayzel), Michael Carabash or Ljubica Durlovska.

MUST READ: 2018 Employment Law Changes for Dental Practices

David Mayzel is your legal risk manager. He is a trained courtroom lawyer and has spent many years resolving disputes both in and out of court. He knows how to prepare documents and execute transactions in a way that avoids or mitigates legal risks. He can be reached at 416.528.5280. or david@dentistlawyers.ca.

Michael Carabash is your business law adviser. He is an entrepreneur at heart who helps you see the big legal picture. He drafts clear and effective agreements that protect your rights while promoting your interests. He can be reached at 647.680.9530. or michael@dentistlawyers.ca.

Ljubica Durlovska is your transition lawyer. She helps you with staff and associates, maintaining your corporation, and other business matters. She can be reached at 416.443.9280, extension 206 or ljubica@dentistlawyers.ca.

Jonathan Borrelli is your employment lawyer. He helps you with staff and associates matters, including hirings, terminations, switching staff to written contracts and resolving disputes. He can be reached at 416.443.9280, extension 204 or jonathan@dentistlawyers.ca.

Benjamin Kong is an experienced business law clerk. He assists David and Michael with corporate matters and purchase / sale transactions. He can be reached at 416.443.9280, extension 207 or benjamin@dentistlawyers.ca.

Julie Whitehouse is an experienced business law clerk. She assists David and Michael with corporate matters and purchase / sale transactions. She can be reached at 416.443.9280, extension 203 or julie@dentistlawyers.ca.

David, Michael, Ljubica, Jonathan, Ben and Julie are a truly dynamic team. Their diverse knowledge, skills, and experiences will help you get the best deal possible while promoting your interests and protecting your rights. You can read dentist testimonials here.